Attachment S_ - AE Terms and Conditions.docx

Procurement Division

ATTACHMENT S:

ARCHITECT AND ENGINEERING

GENERAL TERMS AND CONDITIONS

(revised May 2022)

Table of Contents

ARTICLE I

DEFINITIONS AND ABBREVIATIONS

Whenever used in these Architect and Engineering General Terms and Conditions (“Terms and Conditions”) the terms have the meanings indicated and defined below, which are applicable to both the singular and plural, capitalized or lower case, and the male and female gender thereof.

Addendum: Written or graphic instruments issued prior to the opening of bids that clarify, correct or change the bidding documents.

Architect: An individual licensed to practice in the Commonwealth of Virginia as an architect by the Architects, Professional Engineers, Land Surveyors, Certified Interior Designers and Landscape Architects (APELSCIDLA) Board of the Department of Professional and Occupational Regulation. “Architect” may also be used to refer to a firm of such individuals which is properly licensed in Virginia. Also referred to as the A/E.

A/E Change Order: A document issued on or after the effective date of the A/E Contract, which is agreed to by the A/E Contractor and approved by the County, and which authorizes an addition, deletion or revision in the Work, including any adjustment in the Contract price, Contract time, and/or Contract Completion Date ordered under a Task Order. A Change Order, once signed by all parties, is incorporated into and becomes part of the A/E Contract.

A/E Contractor: The term used to refer to the architect and/or engineer who contracts with the County to provide the architectural and/or engineering services for a Project. The A/E Contractor is a separate contractor and is not an agent of the County. This term also includes any associates or consultants employed by the A/E Contractor to assist the A/E Contractor in providing services. Also referred to as A/E.

A/E Project Manager: The Project Manager as used herein shall be the A/E Contractor’s designated representative for the Project. The Project Manager shall be the person through whom the A/E Contractor generally conveys written decisions and notices. All notices due the A/E Contractor and all information required to be conveyed to the A/E Contractor shall be conveyed to the Project Manager. The A/E Contractor may change the Project Manager from time to time and may, in the event that the Project Manager is absent, disabled or otherwise temporarily unable to fulfill his duties, appoint an interim Project Manager.

A/E Project Team: A/E Contractor’s Technical Personnel, Subcontractors, associates, and consultants hired to work on a Project.

Bid: The offer provided by the bidder submitted on the prescribed form and setting forth the bidder’s price(s) for the Work to be performed.

Capital Project: A planned expense for a facility or physical item requiring a minimum expenditure of $50,000 that has a useful life span of 5 years or more and meets one or more of the following definitions: (1) requires the acquisition or construction of any physical facility for the community; (2) involves the acquisition of land or an interest in land for the community; (3) involves the acquisition or construction of public utilities; (4) involves the ongoing acquisition of major equipment or physical systems, such as, computer technology, radio systems, major specialized vehicles, etc.; (5) involves modifications to facilities, including additions to existing facilities, which increases the square footage, useful life, or value of the facility; and/or (6) capital maintenance or replacement projects on existing facilities.

Construction: Includes new construction, reconstruction, renovation, restoration, major repair, demolition and all similar work upon buildings and ancillary facilities owned or to be acquired by the County, including any draining, dredging, excavation, grading or similar work upon real property.

Construction Administration (CA): Non-professional services provided under a contract with the County which generally includes inspection of the Work, coordinating testing services contracts procured by the County, reviewing change orders and schedule submittals from the Contractor, and providing other construction period services for the benefit of the County. The Construction Administrator is the entity responsible to the County for providing these services to assure compliance with the Contract Documents but is not responsible under the CA Contract for providing the Work. The County may use an employee to perform construction administration services. This differs from the Construction Administration services required under the A/E Contract.

Construction Documents: Written, graphic and pictorial documents prepared or assembled for describing the design, location and physical characteristics of the elements of a project necessary for construction and for obtaining a building permit. Also called working drawings.

Consultant: An individual or firm with professional expertise engaged to render a specific service in connection with a project.

Contract: The Contract between County and A/E Contractor, signed by the County and the A/E Contractor, and any documents expressly incorporated therein. Also referred to as A/E Contract.

Contract Completion Date: The date by which the construction Work must be substantially complete. The Contract Completion Date is customarily set forth in the Contract based on the Notice to Proceed and the Time for Completion. In some instances, however, the Contract contains a mandatory Contract Completion Date, which date shall have been stated in the Invitation for Bid.

Contract Documents: Any documents expressly incorporated in an A/E Contract or Construction Contract. Documents that may be included in the A/E Contract consist of the MON, A/E Contract, RFP, attachments and addenda, and A/E Contractor’s proposal, Task Orders, and Change Orders. Documents that may be included int eh Construction Contract customarily include the bid submitted by the Contractor, the General Conditions of the Construction Contract, this Terms and Conditions, any Supplemental General Conditions, any Special Conditions, the plans and specifications, and all modifications, including addenda and subsequent change orders.

Contract Price: The total compensation payable to the A/E Contractor for performing the contracted Professional Services pursuant to a Task Order, subject to modification by Change Order.

Contractor: The person with whom the County has entered into a contractual agreement to do the Work. Can also be used as a generic term used to indicate a person, firm or corporation with who has entered into a contract agreement to perform work or provide a professional or nonprofessional service.

County: Board of Supervisors of Stafford County, Virginia, and any of the Departments of Stafford County, Virginia; also referred to as the “County” in the Contract Documents.

County Contracting Officer: The person designated in writing by the Board of Supervisors of Stafford County, Virginia or the County Administrator as being delegated authority to award and sign contracts, change orders and other documents related to a Capital Project for the County.

County’s Project Manager: The designated representative of the County. The scope of the Project Manager’s authority is limited to that authorized by the County. This authorization by the County of Project Manager authority shall not impinge upon or supersede the professional responsibility and liability of the A/E Contractor. Changes to any aspect of the design, including: interior layout, exterior appearance, materials of construction, and technical details shall only be made in consultation with the A/E Contractor.

“Design-Not-To-Exceed” Cost: The project construction cost established as the ceiling for the estimated construction cost of the project the A/E Contractor is engaged to design.

Drawing: A page or sheet of the Plans which presents a graphic representation, usually to scale, showing technical information, design, location, and dimensions of the various elements of the Work in sufficient detail. Graphic representations include, but are not limited to, plan views, elevations, transverse and longitudinal sections, large- and small-scale sections and details, isometrics, diagrams, schedules, tables and/or pictures.

Engineer: A person who is qualified and licensed to practice engineering in Virginia as a Professional Engineer by Architects, Professional Engineers, Land Surveyors, Certified Interior Designers and Landscape Architects (APELSCIDLA) Board of the Department of Professional and Occupational Regulation, also referred to as the A/E Contractor. “Engineer” may also be used to refer to a firm of such individuals which is properly licensed in the Commonwealth of Virginia.

Equal: Any other brand, make or manufacturer of a product, assembly or equipment that, in the opinion of the A/E Contractor, is equivalent to that specified, considering quality, capabilities, workmanship, configuration, economy of operation, useful life, compatibility with design of the work and suitability for the intended purpose, and which is accepted as such by the County.

Equipment: A tangible resource, such as machinery, articles or apparatus, of a permanent or long- term nature, used in an operation or activity.

Extra Service: A service which the County/County tasks the A/E Contractor to provide after the Contract has been signed and which was not included in the Basic Services or in the additional services as described in the Task Order. Extra services, and the compensation therefore, are authorized by a modification to the Task Order using the A/E Change Order.

Final Completion: The date of the County’s acceptance of the Project/Work from the Contractor upon confirmation from the A/E Contractor and the Contractor that the Project/Work is totally completed in accordance with the Contract Documents. Procedures for determining Final Completion are set forth in the General Conditions of the Construction Contract.

General Conditions: The General Conditions of the Construction Contract.

Invitation for Bids (IFB): A formal solicitation to the public including the Notice, Instructions to Bidders, Bid Form, General Conditions, Supplemental General Conditions, Special Conditions, Forms to be used, the Plans and Specifications, and any other documents listed in the Specifications, all of which request qualified bidders to submit competitive prices or bids for providing the described work on a project.

Landscape Architect: An individual licensed by the Commonwealth of Virginia as a ‘Landscape Architect’ by the APELSCIDLA Board of the Department of Professional and Occupational Regulation. The Landscape Architect may function as a project manager and may be the prime A/E professional on those projects where the preponderance of the work is represented by the application of the principles and methodology of landscape architecture in consultation, evaluation, planning (including the preparation and filing of sketches, drawings, plans and specifications) and responsible supervision or administration of contracts relative to projects principally directed at the functional and aesthetic use of land.

Memorandum of Negotiations (MON): A document signed by both the A/E Contractor and the County that formalizes the details of the fee negotiations, the scope of work, the A/E schedule, and other items agreed to during negotiations. The terms of the MON are more project specific, supplementing and/or clarifying the requirements of the A/E Contract in terms of the particular project.

Person: Any individual, corporation, partnership, association, company business, trust, joint venture or other legal entity.

Plans: The group or set of project-specific drawings included in the Contract Documents.

Pre-bid Conference: A meeting of interested, prospective bidders held by the County, usually with the assistance of the A/E Contractor prior to the receipt of bids in which comments or questions concerning specifications or other provisions in the IFB or RFP can be received and considered. Any response shall be in writing and distributed to all who requested and received the IFB and RFP.

Procurement Officer: The Stafford County Director of Procurement or designee.

Professional Services: For the purposes of the Terms and Conditions, Professional Services are provided by a licensed professional within the scope of the practice of accounting, architecture, land surveying, landscape architecture, or professional engineering pursuant to the terms and condition of the A/E Contract. Also referred to as Services.

Project: The term used to represent the specific or proper assigned title of the entire undertaking which includes, but is not limited to, Work described in the Task Order.

Project Inspector: One or more persons employed by the County to inspect the Work for the County and to document and maintain records of activities at the worksite to the extent required by the County. The County shall notify the Contractor in writing of the appointment of such Project Inspectors.

Provide: To supply, to furnish and to install complete with all accessories, parts and services to be ready for its intended use.

Request for Proposal (RFP): A written public notification by the County soliciting proposals for professional, nonprofessional, or contractor services. The RFP generally describes the services sought, the unique capabilities or qualifications needed to perform the work, factors to be used to evaluate proposals and the conditions for negotiating prices and terms with the offerors.

Shop Drawings: The drawings, diagrams, illustrations, schedules, installation descriptions and other data prepared by or for the general contractor to provide detailed information for the fabrication, location, erection, installation, connection and methodology associated with the Work. Shop drawings are intended to aid in the preparation and installation of materials and to ascertain that the materials proposed by the general contractor conform to the requirements of the Contract Documents.

Site: Shall mean the location at which the Work is performed or is to be performed.

Special Conditions: That part of the Contract Documents which describes special or additional requirements or procedures applicable to the particular project. The Special Conditions do not amend or supersede the General Conditions.

Specifications: Those portions of the Contract Documents containing the General Conditions as well as written technical descriptions of materials, equipment, construction systems, standards and workmanship describing the proposed Work in sufficient detail for the Contractor to perform the Work and providing sufficient information for the Building Official to determine Code Compliance.

Subcontractor: A person having a direct contract with A/E Contractor or with any other Subcontractor for the performance of a part of the Work. The Subcontractor may include any person who provides on-site labor but does not include any person who only furnishes or supplies materials for the project.

Submittals: All shop drawings, illustrations, brochures, standard schedules, performance charts, and other data required by the Task Order which are specifically prepared by or for the Contractor to illustrate some portion of the Work and which are submitted to the A/E Contractor for review to assure conformance with the requirements of the Contract Documents.

Substitute: A material, product, equipment, or assembly that deviates from the requirements of the construction contract documents, but which the general contractor deems will perform the same function and have equal capabilities, service life, economy of operation, and suitability for the intended purpose. The proposal must include any cost differentials proposed. Any such proposed substitute must be submitted to the A/E Contractor for review and, if acceptable to the A/E Contractor and the County, incorporated into the construction contract by Change Order.

Supplemental General Conditions: Contract Document that amends or supplements the General Conditions of the Construction Contract.

Supplier: A manufacturer, fabricator, distributor, material provider or vendor who provides material for the project but does not provide on-site labor.

Task Order: Request for Work for a Project that is issued to the A/E Contractor in accordance with the Term Contract between County and A/E Contractor.

Technical Personnel: A/E Contractor’s Project Manager, architects (licensed), engineers (licensed) by discipline, designers including non- licensed architects and engineers, project inspector, surveyor, survey team, interior designer, landscape architect, drafters or CADD operators, estimator, specifications writer, typist/clerical staff and field inspectors.

Total Base Bid: The sum of a bidder’s response to perform the work required in solicitation documents.

Work: Services performed under the construction contract including, but not limited to, furnishing labor, and furnishing and incorporating materials and equipment into the construction. The Work also includes the entire completed construction, or the various separately identifiable parts thereof, required to be furnished under the Task Order.

Working Drawings: Written, graphic and pictorial documents prepared or assembled for describing the design, location and physical characteristics of the elements of a project necessary for construction. Also called construction documents.

ARTICLE II

A/E CONTRACTOR REQUIREMENTS

2.1 Professional Services

The architectural, civil, structural, mechanical and electrical portions of the project shall be planned and designed by, or under the immediate supervision of, a licensed Architect or Engineer who has expertise in the particular discipline involved. Where such licensed expertise is not available within the firm of the A/E Contractor, or where the A/Contractor chooses to subcontract a part of the A/E Services, the A/E shall employ an associate or consulting Architectural or Engineering firm with the requisite expertise to provide the required Services.

2.2 A/E Project Team

The consultants, associates, or subcontractors proposed by the A/E Contractor to be part of a A/E Project Team shall perform the A/E Services as proposed. If circumstances require a change of personnel from the originally proposed A/E Project Team, the A/E Contractor shall advise the County of the proposed change, the reasons for the change, and the name and qualifications of the proposed replacements.

When possible, associates, consultants, or subcontractors proposed to be part of the A/E’s Project Team shall be contracted by the A/E Contractor at the beginning of the A/E Services and shall be active participants in all phases of the A/E Services related to their discipline from beginning to end. The A/E Contractor shall be responsible to the County for the A/E Services of all associates, consultants and subcontractors, whether employees of the A/E Contractor or not, performed under the Task Order.

2.3 License and Registration

A/E Contractors offering to provide the County with architectural and/or engineering services shall be properly registered and licensed in Virginia as required by the Department of Professional and Occupational Regulation (DPOR) through the Architects, Professional Engineers, Land Surveyors, Certified Interior Designers and Landscape Architects (APELSCIDLA) Board. If the A/E Contractor’s firm is incorporated, the A/E Contract shall provide proof, upon request, a Certificate of Authority as required by Virginia Code § 13.1-549. Other business entities shall be registered with DPOR as required by Virginia Code § 54.1-411, as amended.

2.4 A/E Seals and Signatures

The A/E Contractor is “in responsible charge” for each applicable discipline and shall affix his or her seal to those documents for which he or she is responsible. All professional seals and signatures of the A/E Contractor shall be in accordance with DPOR standards. Electronic seals, signatures, and dates in place of an original seal, signature, and date are acceptable in accordance with Virginia Administrative Code, 18 VAC 10-20-760.

2.5 Relationship of Architect/Engineer to County

After the Task Order for A/E Services has been fully executed, the A/E Contractor shall be the professional advisor and consultant to the County for technical matters related to the project and shall be responsible directly to and only to the County. The County will communicate all approvals, rejections, change requirements and other similar information to the A/E Contractor. When applicable, the A/E Contractor shall advise the County of changes necessary to keep the project within the prescribed area and cost limits. Generally, the County will observe the procedure of issuing orders to the Contractor through the A/E Contractor, or if the County has not contracted with the A/E Contractor for construction management services, the County’s Project Manager. If the County issues orders directly to the Contractor, the A/E Contractor may be copied on such orders.

Notwithstanding the above, the A/E Contractor is an independent contractor and neither the A/E Contractor nor its employees or subcontractors or sub-consultants will, under any circumstances, be considered employees, servants, partners, or agents of the County except for such purposes as may be specifically enumerated herein, nor shall anything contained in the Contract be construed to create any partnership or joint venture between the parties. The A/E is solely responsible for the employment, selection, management, and supervision of its own participants and for ensuring that its participants abide by all applicable rules for security, safety and general conduct. The A/E shall maintain exclusive control over its operations. The County will not provide to the A/E any insurance coverage or other benefits, including, without limitation, workers' compensation, normally provided by the County for its employees.

2.6 Responsibilities of the County to the A/E Contractor

The County is responsible to the A/E Contractor for the following:

a. Providing the A/E Contractor with information in the County’s possession which relates to the County’s requirements for the individual Task Orders or which is relevant to the project.

b. Examine all studies, test results, reports, sketches, drawings, specifications, proposals and any other documents presented by the A/E Contractor.

c. Assisting the A/E Contractor in obtaining permission to enter upon public and private property as required for the A/E Contractor to perform services.

d. Designating a person to act as the Project Manager with respect to work to be performed for each individual Task Order.

Any information furnished by the County shall not relieve the A/E Contractor of the responsibility for evaluating the information provided and for notifying the County of any additional surveys, investigations, tests or other information required for the A/E Contractor to perform its services.

2.7 Conflicts of Interest

The A/E Contractor, including any subsidiaries or affiliates or other entities in which the A/E Contractor has a pecuniary interest, which design, prepare plans and specifications, or prepare cost estimates for a construction contract is prohibited from providing all or a portion of said construction, or the supplies or equipment used in such construction. In addition, an entity which provides to the A/E Contractor any design services specifying a sole source for materials, supplies or equipment to be used in the construction shall be prohibited from bidding on, or otherwise furnishing such materials, supplies or equipment for the construction. This prohibition is not applicable to vendors who provide catalog information, technical data and such on products, material or material or equipment to the A/E Contractor solely for the A/E Contractors’ consideration.

2.8 Subcontractors

No portion of the A/E professional services shall be subcontracted without prior written consent of the County. Consultants proposed by the A/E Contractor during the selection and fee negotiation phases of the Task Order are assumed to be acceptable to the County unless the County notes otherwise during those phases. In the event that the A/E Contractor desires to subcontract some part of the A/E Services required by the Task Order to a consultant or subcontractor not previously approved, the A/E Contractor shall furnish the County with names, qualifications and experience of the proposed consultants for approval. The A/E Contractor shall, however, remain fully liable and responsible for all A/E Services performed by his consultants and subcontractors and shall assure that their A/E Services comply with all requirements of the Contract.

ARTICLE III

A/E SERVICES

3.1 Basic Services

The following services are basic A/E Services (“Basic Services”) that may be performed during each phase of the requested project. Each Task Order proposal shall identify the scope of the project and include the Basic Services that are to be excluded from the project.

3.1.1 Study and Preliminary Design Phase

a. Consult with County to define specific requirements, determine the scope of the project, and review available data in possession of the County.

b. Perform all necessary research, field survey work and geotechnical services.

c. Analyze the County’s spatial and functional requirements, planning surveys, site evaluations and comparative studies of prospective sites; provide alternative schemes or solutions for review, approval and/ or selection by the County.

d. Prepare preliminary design documents consisting of construction plans and specifications.

e. Prepare contract documents on forms as approved by the County.

f. Based on the information contained in the preliminary design documents, submit an opinion of probable project cost including, but not limited to, construction costs and contingencies to the County.

g. Furnish all such documents, plans and design data as may be required, and assist in the preparation of the required documents so the County may obtain approvals of all such governmental agencies and authorities as have jurisdiction over design criteria and environmental impact applicable to the project; and assist in obtaining such approvals by participating in submissions to and negotiations with appropriate officials and authorities, including attendance at administrative hearings and meetings as are necessary to obtain such approval.

h. Deliverables shall be provided to the County in the following format:

i. Environmental review, coordination, and documentation may be required for clearances necessary for Cultural Resources, Section 106; Programmatic Agreements; Memorandums of Agreement; Water Quality Permit Acquisition for streams, wetlands, and tidal waters; air and noise coordination; NEPA evaluation, coordination, documentation and Environmental Document completion; Threatened and Endangered Species reviews and resources agency coordination, etc. in conformance with Standards and Practices for LAP, as detailed and referenced in Chapter 5 and 15, Environmental Requirements of the latest edition of the Virginia Department of Transportation LAP Manual, or the edition in effect as of the beginning of the design work requests. The VDOT LAP Manual references the Environmental Legislative, Regulatory, and Executive Orders References in Appendix 15.1-B.

j. Prepare and distribute minutes of project meetings or telephonic discussions summarizing discussions, agreements and direction given or received.

3.1.2 Final Design Phase

a. Upon completion and acceptance by the County of the Preliminary Design Phase and authorization to proceed with the final design, prepare and furnish preliminary design documents and Invitation for Bid documents (drawings, specifications, easement plats, etc.) in conjunction with the County’s Procurement Office, and assist in the preparation of other related documents as necessary.

b. Furnish all such documents, plans, and design data as may be required for, and assist in the preparation of the required documents so that the County may obtain approval of all such governmental agencies and authorities as have jurisdiction over design criteria and environmental impact applicable to the project.

c. Deliverables shall be provided to the County in the following format:

d. Assist in obtaining such approvals by participating in submissions to and negotiations with appropriate officials and authorities, including administrative hearings involving the project, and attend as many hearings and meetings as are necessary.

e. Furnish the County with a revised opinion of probable project cost based on the final plans and specifications and other related documents.

f. Prepare any necessary documents for alternate bids if requested by the County.

g. Present and review final plans, specifications and all other related documents to the County.

3.1.3 Bidding Phase

a. Assist County in obtaining bids for each prime contract for construction.

b. Attend pre-bid conferences as needed.

c. Answer bidder’s questions and prepare any documents necessary for addendums.

d. Attend the bid opening and check the accuracy of submitted bids.

e. Consult with and advise County as to the acceptability of approved equals, substitute materials and equipment proposed by bidder.

f. Assist the County in evaluating bids, negotiating with bidders when applicable, and performing reference checks.

g. Assist the County in preparing contract documents for review and approval of the County Procurement Office and the Capital Projects Transportation Department prior to forwarding them to the contractor for execution.

3.1.4 Construction Phase

a. Furnish County with three sets of plans, one half scale set of plans and three sets of specifications at no charge and furnish County’s contractor with an additional six sets of plans. Additional sets to be furnished at reproduction cost.

b. Consult with and advise County and act as its representative as normally expected of professional architects and engineers; County’s instructions to contractor will be issued by A/E Contractor through the inspector. The A/E Contractor will have the authority to act on behalf of the County to the extent authorized in writing by the County.

c. Make periodic visits to the site, as necessary, but at least once every month, to observe the progress and quality of the executed work and provide assurance to the County in writing that the completed project will conform to the contract. Written observations should detail the progress of work, guard the County against defects and deficiencies in the work of the contractor whenever possible, notify the County of any observed defects or deficiencies in the work of the contractor, and disapprove or reject work as failing to conform to the contract if necessary.

d. Review and approve shop drawings, the results of tests and inspections and other data the contractor is required to submit; determine acceptability of substitute materials and equipment proposed by contractor; receive and review maintenance and operating instructions, schedules, guarantees, and certificates of inspection, assembled by contractor in accordance with the contract documents.

e. Issue instructions to the contractor, review all change proposals presented by the contractor and prepare all change orders as required by the County.

f. The A/E Contractor may, as authorized by the County, require special inspection or testing of the work, site visits, act as interpreter of the requirements of the contract documents, review contractor’s scheduling, applications for payment, and judge the performance of the contractor.

3.1.5 Extra Services

The following Services are not considered to be included in the A/E Contractor’s Basic Services, and shall be referred to as “Extra Services.”

a. A/E Contracting Studies, Analysis and Reports When the A/E Contractor is directed by the County to prepare, document and submit a study or report related to the construction of a transportation project as provided in the RFP, the fixed fee amount for the additional A/E Services shall be agreed upon and added by project task order.

b. Changes During Design When, after approval of any stage of the design, it is determined that a substantial change in the overall scheme is advisable, and such change is ordered by the County, the fixed fee amount and revisions to the schedule for the additional A/E Services shall be agreed upon and added to the Contract by change order.

c. Government Application Documents When the A/E Contractor is directed by the County to prepare applications and supporting documents for government permits, grants, loans, or advances, the fixed fee amount for the additional A/E Services shall be agreed upon and added by change order.

d. County Duties When the County authorizes or directs the A/E Contractor to provide information or data which is normally the County’s responsibility, the fixed fee amount for the additional A/E Services shall be agreed upon and included in the project scope as extra services or added by change order.

e. Changes to Design after Construction When the County requests changes to drawings and specifications after the work is under construction, the fixed fee amount for the additional A/E Services shall be agreed upon and added by change order.

f. Delays When delinquency, insolvency or failure of the contractor to perform the work requires extraordinary demands on the time of the A/E Contractor and the A/E Contractor has not contributed to such delays, the County may consider compensating the A/E Contractor for some portion of the time, if the A/E Contractor provides the County with written documentation and justification of the additional demands on the A/E Contractor.

g. Unforeseen Events and Conditions

i. When extra A/E Services are required as a result of damage by unforeseen subsurface, regulatory, environmental, site conditions, or other causes beyond the control of the A/E Contractor, the fixed fee amount and schedule for the additional A/E Services shall be agreed upon and added by change order.

ii. When unforeseen conditions require special or continuous on-site services for an approved period of time, such special or continuous on-site services must be requested and approved in writing by the County in advance.

3.2 Changes to the Scope of Services

The County shall notify the A/E Contractor in writing when a change in scope or Extra Services are required. The County and A/E Contractor shall develop a defined scope for the services and the A/E shall prepare a fee proposal for such work. A lump sum fee maybe negotiated and agreed on and a written Change Order issued before the extra work is performed (i.e., changes in the plans or specifications, models, studies, etc.). In such cases, the fee negotiations will be based on the defined scope change or work to be done, the estimated technical personnel time to accomplish the work times the rates listed in the MON, and any reimbursable expenses authorized.

When the scope cannot be defined to allow a reasonable estimate of time required, the County may authorize the additional work at the hourly rates or unit costs listed in the MON. In such cases, the County shall establish maximum fee limits, as applicable. Work beyond the maximum fee limit shall require justification and the County's approval prior to proceeding with further additional work.

3.3 “Design-Not-To-Exceed” Projects The County will inform the A/E Contractor in advance if a project is going to be a “Design-Not-To-Exceed” Project. If the A/E Contractor accepts a Task Order for a “Design-Not-To-Exceed” Project, the A/E Contractor will be required to design the Project to the not-to-exceed amount identified by the County. If the low bid exceeds the “Design-Not-To-Exceed” cost by more than 10%, the A/E Contractor will revise the plans and specifications to bring the cost of the project within the estimated “Design-Not-To-Exceed” at no additional cost to the County.

The cost estimate of a “Design-Not-To-Exceed” Project shall be provided at a level of detail commensurate with the current design phase. The A/E Contractor shall submit a cost estimate with each phase submittal. If the cost estimate indicates a potential problem in securing a bid within the “Design-Not-To-Exceed” cost, the A/E Contractor shall notify and work with the County to redesign the plans and specifications so that the estimated cost of construction does not exceed the “Design-Not-To-Exceed” cost. The A/E Contractor shall provide justification for substantial changes in the project scope, such as those which affect the size, area, or function of the proposed Work.

The foregoing “Design-Not-To-Exceed” provisions shall not apply to Virginia Department of Transportation (VDOT) projects.

3.4 Quality Standards

3.4.1 Code and Regulatory Compliance

a. Services performed under Task Orders will require the A/E Contractor to comply with federal, state and local laws and governmental regulations. A/E Contractor is responsible for knowing those requirements and understanding which codes and regulations may take precedence, are equal to, or exceed current construction; health, safety, and welfare standards. When applicable, all such codes and regulations shall be clearly stated in the Schematic Documents and displayed on title sheets of Preliminary and Working Drawings.

b. All VDOT projects shall be designed and the construction phase administered in accordance with VDOT requirements and other regulatory requirements applicable to the project. Nothing contained herein shall be construed as relieving any A/E Contractor, or any member of the A/E Contractor’s Team from any professional or legal responsibility for performance. Reviews, comments and approvals by the County and its Departments, shall in no way absolve the A/E Contractor and the A/E Contractor’s Team from their full responsibilities under the applicable laws, codes and professional practice as required in projects for the County. Lack of comment by a County reviewer does not relieve the A/E Contractor from designing to meet the applicable VDOT requirements or applicable state regulations or local regulations.

c. If the correction of a VDOT or regulatory violation results in a Change Order during construction, any additional costs incurred shall be borne by the party responsible for the violation. The County shall bear only the costs attributable to the actual VDOT or regulation-required enhancement of the project.

d. If the A/E Contractor believes that a VDOT regulation or other regulation is unclear as to meaning, he or she shall request a written opinion as to the applicable interpretation from the County or from the applicable regulatory authority, as appropriate. The A/E Contractor shall be entitled to rely on the written opinion, if any, which he receives.

3.4.2 Quality of Work

The A/E Contractor shall be responsible for the professional service, including the technical accuracy and coordination of all designs, drawings, specifications, cost estimates, and other A/E Services or materials provided. The project documents submitted by the A/E Contractor shall represent a reasonable, code compliant, and acceptable architectural and/or engineering solution based on the scope of work, “Design-Not-To-Exceed” budget limitations, and other constraints of the A/E’s Contract. All A/E Services must be in accordance with current criteria, guides, and specifications set forth in this RFP, and shall conform to good architectural and engineering practices. Workmanship shall be neat with all lines and lettering of uniform weight and clarity for complete legibility and satisfactory reproduction. All elements of the A/E Contractor’s Submittals shall be checked by professional personnel trained in that specific discipline. The A/E Contractor’s Submittals will be reviewed by the County for compliance with applicable laws, regulations and specifications of this RFP. Errors and deficiencies shall be corrected by the A/E Contractor at no additional cost to the County.

3.4.3 Standards for A/E Services

a. The A/E Contractor is responsible for the professional services provided, including the technical accuracy and coordination of all designs, drawings, specifications, cost estimates, and other A/E Services or materials provided. The project documents submitted by the A/E Contractor shall represent a reasonable, code compliant, and acceptable architectural and/or engineering solution based on the scope of work, “Design-Not-To-Exceed” budget limitations, and other constraints of the A/E’s Task Order. All A/E Services must be in accordance with current criteria, guides, County guidelines and regulations, and shall conform to the professional engineering practices prevailing at the time and location of the Services and under Virginia law (“Standard of Care”). Workmanship shall be neat with all lines and lettering of uniform weight and clarity for complete legibility and satisfactory reproduction. All elements of the A/E Contractor's Submittals shall be checked by professional personnel trained in that specific discipline.

b. The A/E Contractor shall adhere to the requirements of this RFP in providing professional services. The A/E Contractor shall restrict itself to the authorized scope of work. During the development of a project and through approval of preliminaries, the A/E Contractor may expect clarifications and refinements within the general scope of the project and shall make necessary adjustments accordingly. When applicable, the A/E Contractor shall incorporate review comments, changes, and accepted Value Engineering (VE) recommendations from the County to achieve greater efficiency or cost savings.

3.5 Ownership of Documents

3.5.1 Ownership of all materials and documentation (otherwise known as “Instruments of Service”) including the original drawings, the Plans (including electronic files) and Specifications, and copies of any calculations and analyses prepared pursuant to the Contract between the County and the A/E Contractor, shall belong exclusively to the County. These materials and documentation, whether completed or not, shall be the property of Stafford County, whether the Work for which they are made is executed or not. The A/E Contractor shall not use these materials on any other work or release any information about these materials without the express written consent of the County.

3.5.2 Such material may be subject to public inspection in accordance with the Virginia Freedom of Information Act. Security-related documents and information are excluded from the Act unless a specific need to know can be shown. Trade secrets or proprietary information submitted by a bidder, offeror, or contractor in connection with a procurement transaction shall not be subject to disclosure under the Virginia Freedom of Information Act, provided the bidder, offeror, or contractor invokes the protections of Virginia Code §2.2-4342(F), prior to or upon submission of the data or other materials, identifies the data or materials to be protected and state the reasons why the protection is necessary.

3.5.3 Upon request from the County, the A/E Contractor shall provide the following documents to the County at the completion of the A/E Services:

a. Original sealed and signed drawings,

b. Original copy of the specifications,

c. Copy of analyses/reports made for the Project,

d. Indexed copy of the calculations made by each discipline for the Project, and

e. The County copy of all shop drawings, submittals, cut sheets, operation and maintenance instructions, parts lists, and other material related to the Project.

3.5.4 The County, as owner of the documents prepared for its projects, has the right to use the project documents as a prototype to demonstrate scope, size, functional relationships, etc., of similar projects. The A/E for the original project design will not be responsible or liable to the County for any such use of the documents.

3.6 Cost Estimates Standards

When cost estimates are required for a project, they shall be professionally prepared in accordance with standard industry practices and regulations, including VDOT processes and guidelines (https://www.virginiadot.org/business/locdes/project_estimating_tools.asp).

ARTICLE IV

SPECIFIC REQUIREMENTS FOR BIDDING PHASE SERVICES

4.1 Use of County Forms

The A/E Contractor shall incorporate in every construction contract the applicable forms which will be provided by the County. These forms shall not be retyped or modified in any way without written approval by the County. If changes are required to either, the changes shall be made in the form of “Supplemental General Conditions” or “Supplemental Instructions to Bidders.” Such “Supplements” shall be approved by the County prior to their incorporation in the construction contract

4.2 Additive Bid Items

When a Task Order includes a Design-Not-to-Exceed project, the A/E Contractor is responsible for the development and design of the project to meet the scope and to be within the Design-Not-to-Exceed construction budget. On such projects, the Work included in the Total Base Bid shall provide a complete and functional facility meeting all Code, accessibility and safety requirements. When the project cost estimate indicates that the Total Base Bid for the project scope may not be within the available funds, the County and A/E Contractor should consider what features would be negotiated out if bids are over budget and include that Work as Additive Bid Items for cost or budget control. After the County and A/E Contractor have incorporated reasonable cost containment measures in the design, Additive Bids Items may, with the approval of the Chief Director of Infrastructure and the Procurement Officer, be used for budget control subject to the following limitations:

a. When Additive Bid Items are approved for use, a maximum of four (4) Additive Bid Items may be included. Such Additive Bid Items are not intended to be a pricing exercise for the bidders.

b. The total cost estimate of the Total Base Bid plus all Additive Bid Items shall not exceed 110% of the ‘Construction Cost’ on Capital Projects or 110% of the Budget for Non-Capital Projects

c. Additive Bid Items shall be structured to minimize additional effort necessary to prepare the bid.

d. Additive Bids shall not be used to provide essential elements of the project.

e. The Work/Design as described in the Base Bid shall be of the level of quality required for the project. Additive Bids shall not be used as a shopping list to upgrade, substitute for, or delete for credit any part of the Work included in the Base Bid.

f. Only the term Additive Bid Item shall be used. Use of the term ‘Alternate’ is not permitted.

g. The Work included in each Additive Bid Item shall produce a complete component which may be incorporated into the work in the Base Bid.

h. Each Additive Bid Item shall be independent of other Additive Bid Items.

i. None of the Additive Bid Items shall compromise the work in the Base Bid and other Additive Bid Items for compliance with Code, accessibility or safety requirements.

j. Additive Bid Items shall be sequenced so the most essential Additive is listed first.

k. When the project bids are received and opened, the low bidder shall be determined based on the lowest bid which combines the Total Base Bid Amount plus the total amount of the Additive Bid Items, taken in sequence, which the County in its sole discretion decides to accept/award.

l. Out-of-sequence selection of Additive Bid Items is prohibited, even if such manipulation would fit within the available funding.

m. Negotiation of Additive Bid Item…